Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 155 contracts
Samples: Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Us Ecology, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 116 contracts
Samples: Indemnification Agreement (Recom Managed Systems Inc De/), Employment Agreement (Loop Industries, Inc.), Indemnification Agreement (Merit Medical Systems Inc)
Attorneys’ Fees. In the event that any action Proceeding is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Company shall indemnify Indemnitee shall be entitled to be paid against all court costs Expenses actually and expenses, including reasonable attorneys’ fees, reasonably incurred by Indemnitee in connection with respect to such actionProceeding, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action Proceeding were not made in good faith or were frivolous. In the event of an action a Proceeding instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Company shall indemnify Indemnitee shall be entitled to be paid against all court costs Expenses actually and expenses, including attorneys’ fees, reasonably incurred by Indemnitee in defense of connection with such action Proceeding (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part court of such action the court competent jurisdiction determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 58 contracts
Samples: Indemnification Agreement (Asta Funding Inc), Form of Indemnification Agreement (Varex Imaging Corp), Indemnification Agreement (Asta Funding Inc)
Attorneys’ Fees. In the event that any action is instituted by --------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 56 contracts
Samples: Employment Agreement (Tenfold Corp /Ut), Indemnification Agreement (Support Com Inc), Indemnification Agreement (Egain Communications Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 20 contracts
Samples: Director and Officer Indemnification Agreement (BlueLinx Holdings Inc.), Indemnification Agreement (Callwave Inc), Indemnification Agreement (Callwave Inc)
Attorneys’ Fees. In the event that If any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action the court determines that each of the material assertions made by Indemnitee as a part of such action were not made in good faith or were frivolous. If any action is instituted by or in the name of the Indemnitor under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-cross claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 18 contracts
Samples: Form of Indemnification Agreement (Health Chem Corp), Indemnification Agreement (Foilmark Inc), Indemnification Agreement (Foilmark Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ and experts’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 16 contracts
Samples: Indemnification Agreement (Fuel Systems Solutions, Inc.), Indemnification Agreement (Fuel Systems Solutions, Inc.), Indemnification Agreement (Ucbh Holdings Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ and experts’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Bank under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ and experts’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 13 contracts
Samples: Indemnification Agreement (Ucbh Holdings Inc), Indemnification Agreement (Ucbh Holdings Inc), Indemnification Agreement (Ucbh Holdings Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was made not in bad good faith or were was frivolous.
Appears in 12 contracts
Samples: Indemnification Agreement (Pacific Sports Exchange Inc.), Form of Indemnification Agreement (Vera Bradley, Inc.), Indemnification Agreement (Waitr Holdings Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 11 contracts
Samples: Indemnification Agreement (Merchants Bancshares Inc /Tx/), Indemnification Agreement (Infoseek Corp /De/), Indemnification Agreement (Evolve Software Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 11 contracts
Samples: Indemnification Agreement (Quality Systems Inc), Indemnification Agreement (Tesaro, Inc.), Indemnification Agreement (Quality Systems Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were was made in bad faith or were was frivolous.
Appears in 10 contracts
Samples: Indemnification Agreement (Cyberonics Inc), Indemnification Agreement (Cyberonics Inc), Indemnification Agreement (Cyberonics Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement Agreement, or to enforce or interpret any of the other terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 10 contracts
Samples: Indemnification Agreement (Achieve Life Sciences, Inc.), Indemnification Agreement (Kofax Image Products Inc), Indemnification Agreement (Flashcom Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 9 contracts
Samples: Indemnification Agreement (Genvec Inc), Indemnification Agreement (Sonomawest Holdings Inc), Indemnification Agreement (Sonomawest Holdings Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 9 contracts
Samples: Indemnification Agreement (Gary Player Direct Inc), Indemnification Agreement (Golf One Industries Inc), Indemnification Agreement (Aames Financial Corp/De)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 9 contracts
Samples: Form of Indemnification Agreement (CNS Response, Inc.), Indemnification Agreement (NeoStem, Inc.), Indemnification Agreement (Amicus Therapeutics Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expensesexpenses including, including reasonable attorneys’ fees' fees and costs, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, expenses including attorneys’ fees' fees and costs, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 8 contracts
Samples: Indemnification Agreement (Mendocino Brewing Co Inc), Indemnification Agreement (Mendocino Brewing Co Inc), Indemnification Agreement (Mendocino Brewing Co Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 8 contracts
Samples: Indemnification Agreement (Navteq Corp), Indemnification Agreement (3dfx Interactive Inc), Indemnification Agreement (Digital Impact Inc /De/)
Attorneys’ Fees. In the event that any action is instituted by If Indemnitee institutes an Action under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such actionAction, the court of competent jurisdiction determines that each all of the material assertions made by Indemnitee as a basis for such action Action were not made in good faith or were frivolous. In the event of an action Action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action Action the court determines that each all of Indemnitee’s material defenses to such action Action were made in bad faith or were frivolous.
Appears in 8 contracts
Samples: Indemnification Agreement (ConversionPoint Holdings, Inc.), Indemnification Agreement (Global Technology Industries, Inc.), Indemnification Agreement (ConversionPoint Holdings, Inc.)
Attorneys’ Fees. In the event that If any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
Appears in 6 contracts
Samples: Indemnification Agreement (MEDecision, Inc.), Form of Indemnification Agreement (Kenexa Corp), Indemnification Agreement (MEDecision, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-cross claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 6 contracts
Samples: Indemnification Agreement (Dyadic International Inc), Indemnification Agreement (Dyadic International Inc), Indemnification Agreement (Dyadic International Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall will be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall will be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 6 contracts
Samples: Form of Indemnification Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD), Shanda Games Limited (Shanda Games LTD), Form of Indemnification Agreement (Changyou.com LTD)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement Agreement, or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was not made in bad good faith or were was frivolous.
Appears in 6 contracts
Samples: Indemnification Agreement (Newpark Resources Inc), Indemnification Agreement (Newpark Resources Inc), Indemnification Agreement (Newpark Resources Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 5 contracts
Samples: Indemnification Agreement (Trimble Inc.), Indemnification Agreement (Copart Inc), Indemnification Agreement (Kosan Biosciences Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 5 contracts
Samples: Director and Officer Indemnification Agreement (BlueLinx Holdings Inc.), Director and Officer Indemnification Agreement (Ssa Global Technologies, Inc), Director and Officer Indemnification Agreement (Telkonet Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 5 contracts
Samples: Indemnification Agreement (Global Employment Holdings, Inc.), Form of Indemnity Agreement (Avalonbay Communities Inc), Indemnity Agreement (Avalonbay Communities Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court Delaware Court of competent jurisdiction Chancery determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims crossclaims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 5 contracts
Samples: Indemnification Agreement (Safe & Green Development Corp), Form of Indemnification Agreement (DERMAdoctor, LLC), Indemnification Agreement (Twin Vee PowerCats, Co.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, actually and reasonably incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, actually and reasonably incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 5 contracts
Samples: Indemnification Agreement (Zann Corp), Indemnification Agreement (Chemokine Therapeutics Corp), Indemnification Agreement (Fluidigm Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court Delaware Court of competent jurisdiction Chancery determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 5 contracts
Samples: Indemnification Agreement (Evergreen Solar Inc), Indemnification Agreement (Evergreen Solar Inc), Indemnification Agreement (Evergreen Solar Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Indemnitor under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (China Rapid Finance LTD), Indemnification Agreement (China Rapid Finance LTD), Limited Liability Company Agreement (China Rapid Finance LTD)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Spyglass Entertainment Group Inc), Indemnification Agreement (Peoples Liberation Inc), Indemnification Agreement (Future Media Productions)
Attorneys’ Fees. In the event that If any action proceeding is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such actionproceeding, unless as a part of such action, proceeding the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were proceeding was not made in good faith or were was frivolous. In the event of an action If a proceeding is instituted by or in the name of the Company Corporation under this Agreement Agreement, or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action proceeding (including with respect to Indemnitee’s counterclaims and cross-claims made in such actionproceeding), unless as a part of such action proceeding the court determines that each of Indemnitee’s material defenses to such action were proceeding was not made in bad good faith or were was frivolous.
Appears in 4 contracts
Samples: Form of Indemnification Agreement (Lamar Advertising REIT Co), Form of Indemnification Agreement (Lamar Advertising Co/New), Form of Indemnification Agreement (Gelesis Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees' fees and disbursements, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees' fees and disbursements, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims crossclaims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Si International Inc), Indemnification Agreement (Accupoll Holding Corp), Indemnification Agreement (Accupoll Holding Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Sonicwall Inc), Indemnification Agreement (Tekelec), Indemnification Agreement (NeurogesX Inc)
Attorneys’ Fees. In the event that any action is instituted by --------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (MMC Networks Inc), Indemnification Agreement (E Tek Dynamics Inc), Indemnification Agreement (Mediaplex Inc)
Attorneys’ Fees. In the event that any action is instituted by the Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by the Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by the Indemnitee in defense of such action (including with respect to the Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Zap Com Corp), Indemnification Agreement (Zapata Corp), Indemnification Agreement (Zap Com Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 4 contracts
Samples: Stockholders Agreement (Cactus Ventures, Inc.), Indemnification Agreement (Arthrocare Corp), General Release and Separation Agreement (Arthrocare Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Cyberonics Inc), Indemnification Agreement (Cyberonics Inc), Indemnification Agreement (Cyberonics Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereofof this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Daseke, Inc.), Indemnification Agreement (Cab-Tive Advertising, Inc.), Indemnification Agreement (Cab-Tive Advertising, Inc.)
Attorneys’ Fees. In the event that any action is instituted by the Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by the Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by the Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by the Indemnitee in defense of such action (including with respect to the Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Greenhill & Co Inc), Indemnification Agreement (Bridge Capital Holdings), Indemnification Agreement (Amis Holdings Inc)
Attorneys’ Fees. In the event that any action Proceeding is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Company shall indemnify Indemnitee shall be entitled to be paid against all court costs Expenses actually and expenses, including reasonable attorneys’ fees, reasonably incurred by Indemnitee in connection with respect to such actionProceeding, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action Proceeding were not made in good faith or were frivolous. In the event of an action a Proceeding instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Company shall indemnify Indemnitee shall be entitled to be paid against all court costs Expenses actually and expenses, including attorneys’ fees, reasonably incurred by Indemnitee in defense of connection with such action Proceeding (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part court of such action the court competent jurisdiction determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Independent Contractor Agreement (Elite Data Services, Inc.), Unico American Corporation Indemnification Agreement (Unico American Corp), Independent Contractor Agreement (Elite Data Services, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, actually and reasonably incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Monterey Bay Bancorp Inc), Indemnification Agreement (First Federal Financial Bancorp Inc), Indemnification Agreement (First Community Bancshares Inc /Nv/)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Association under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Northern Empire Bancshares), Indemnification Agreement (Northern Empire Bancshares), Indemnification Agreement (Northern Empire Bancshares)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Kosan Biosciences Inc), Indemnification Agreement (Lipid Sciences Inc/), Indemnification Agreement (Tessera Inc)
Attorneys’ Fees. In the event that If any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not was made in good bad faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Five Below, Inc), Indemnification Agreement (V F Corp), Indemnification Agreement (Kontoor Brands, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court Delaware Court of competent jurisdiction Chancery determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Versartis, Inc.), Indemnification Agreement (Eagle Pharmaceuticals, Inc.), Indemnification Agreement (Eagle Pharmaceuticals, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Spark Networks Inc), Merger Corporation Indemnification Agreement (Momentum Merger Corp), Indemnification Agreement (Coskata, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Director and Officer Indemnification Agreement (Anchor Glass Container Corp /New), Anchor Glass Container Corporation Director and Officer Indemnification Agreement (Anchor Glass Container Corp /New), Anchor Glass Container Corporation Director and Officer Indemnification Agreement (Anchor Glass Container Corp /New)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees' fees and disbursements, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees' fees and disbursements, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims crossclaims made in such action), unless as a part of such action the a court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Versatility Inc), Indemnification Agreement (Versatility Inc), Indemnification Agreement (Versatility Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Sumtotal Systems Inc), Indemnification Agreement (Sumtotal Systems Inc), Indemnification Agreement (Hockey Merger Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ , fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Netro Corp), Indemnification Agreement (Netro Corp), Indemnification Agreement (Impresse Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (WhiteSmoke, Inc.), Preferred Stock Purchase Agreement (WhiteSmoke, Inc.), Indemnification Agreement (Edge Therapeutics, Inc.)
Attorneys’ Fees. In the event that any action is instituted by --------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Getthere Com), Indemnification Agreement (Lecg Inc), Indemnification Agreement (Jetfax Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereofof this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Rio Vista Energy Partners Lp), Indemnification Agreement (Penn Octane Corp), Indemnification Agreement (Penn Octane Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Dynacq Healthcare Inc), Indemnification Agreement (Gulfslope Energy, Inc.), Indemnification Agreement (Texas South Energy, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s Indemnitee counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s Indemnitee material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Unified Grocers, Inc.), Indemnification Agreement (Unified Western Grocers Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Scient Inc), Indemnification Agreement (Cit Group Inc Del)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part apart of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Accuride Corp), Indemnification Agreement (Accuride Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims crossclaims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Ricex Co), Indemnification Agreement (Marchfirst Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ attorneys fees, incurred by Indemnitee with respect to such action, action unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were or not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including included with respect to Indemnitee’s 's counterclaims and cross-cross claims made in such action), unless as a part of such action the court determines that such each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Seagate Software Inc), Indemnification Agreement (Seagate Software Information Management Group Holdings Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Association under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross---claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Northern Empire Bancshares), Indemnification Agreement (Northern Empire Bancshares)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (AeroGrow International, Inc.), Indemnification Agreement (Apple Computer Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expensesExpenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expensesExpenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the a court of competent jurisdiction determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Centennial Bank Holdings, Inc.), Indemnification Agreement (Pacwest Bancorp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made was in bad faith or were was frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Integrated Device Technology Inc), Indemnification Agreement (Integrated Device Technology Inc)
Attorneys’ Fees. In the event that any action is instituted by --------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-cross- claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Durect Corp), Indemnification Agreement (Preview Travel Inc)
Attorneys’ Fees. In the event that any an action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Directorship Indemnification Agreement (Quotesmith Com Inc), Indemnification Agreement (Digitalwork Com Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-cross claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Identix Inc), Indemnification Agreement (L-1 Identity Solutions, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Resonant Inc), Indemnification Agreement (CNS Response, Inc.)
Attorneys’ Fees. In the event that If any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were was made in bad faith or were was frivolous.
Appears in 2 contracts
Samples: Form of Indemnification Agreement (Sun Co Inc), Indemnification Agreement (Sunoco Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless except to the extent that, as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-cross claims made in such action), unless except to the extent that, as a part of such action action, the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Emergency Medical Services L.P.), Entertainment Corporation Indemnification Agreement (Loews Cineplex Entertainment Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expensesExpenses, including reasonable attorneys’ fees, actually and reasonably incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expensesExpenses, including attorneys’ fees, actually and reasonably incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were not made in bad good faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Quest Resource Corp), Indemnification Agreement (Quest Resource Corp)
Attorneys’ Fees. In the event that any action is instituted by the Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by the Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by the Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by the Indemnitee in defense of such action (including with respect to the Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Nptest Holding Corp), Indemnification Agreement (American River Bankshares)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ , fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Form of Indemnification Agreement (Forecross Corp), Form of Indemnification Agreement (Forecross Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement Agreement, or to enforce or interpret any of the other terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Intralase Corp), Indemnification Agreement (Trizetto Group Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ feesExpenses, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, Expenses incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Gymboree Corp), Indemnification Agreement (Cardiac Science CORP)
Attorneys’ Fees. In the event that If any action is instituted by the Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, fees incurred by the Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by the Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, fees incurred by the Indemnitee in defense of such action (including with respect to the Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (West Pharmaceutical Services Inc), Indemnification Agreement (West Pharmaceutical Services Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Insilicon Corp), Indemnification Agreement (Cygnus Inc /De/)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were was made in bad faith or were was frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Silverleaf Resorts Inc), Indemnification Agreement (Work International Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereofof this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including including, without limitation, reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including including, without limitation, attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-cross claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Miller Herman Inc), Indemnification Agreement (Millerknoll, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless except to the extent that, as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless except to the extent that, as a part of such action action, the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (CHC Group Ltd.), Indemnification Agreement (Seagate Technology)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, actually and reasonably incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, actually and reasonably incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made by Indemnitee in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnity Agreement (Guide Holdings Inc), Indemnification Agreement (Natures Sunshine Products Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Parent under this Agreement Agreement, or to enforce or interpret any of the other terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.. (Signatures of parties follow on next page)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacer Technology), Agreement and Plan of Merger (Pacer Technology)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith fraudulent or were frivolousthat such indemnification was unlawful. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Solaredge Technologies, Inc.), Indemnification Agreement (Solaredge Technologies, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ feesExpenses, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, Expenses incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 1 contract
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-cross- claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
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Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereofhereof or thereof, any Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, Expenses incurred by Indemnitee with respect to such action, unless unless, as a part of such action, the a court of competent jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such action were not was made in good bad faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, Expenses incurred by Indemnitee in defense of such action (including costs and expenses incurred with respect to Indemnitee’s Indemnitee counterclaims and cross-claims made in such action), unless unless, as a part of such action, a court having jurisdiction over such action the court determines that each of Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
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Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
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Samples: Voice Life Inc. Indemnification Agreement (Voice Life Inc)
Attorneys’ Fees. In the event that any action is instituted by -------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ , fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
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Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret inter-pret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
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Samples: Separation Agreement and Mutual Release (Rita Medical Systems Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement Agreement, or to enforce or interpret any of the other terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s Xxxxxxxxxx's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
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Samples: Indemnification Agreement (Achieve Life Sciences, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. : In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
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Attorneys’ Fees. In the event that If Indemnitee institutes any action is instituted by Indemnitee under this Agreement to enforce or interpret interpret any of the terms hereofof this Agreement, Indemnitee shall will be entitled to be paid by the Company all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of If Company institutes an action or an action is instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall will be entitled to be paid by the Company all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
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Attorneys’ Fees. In the event that If any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action the court determines that each of the material assertions made by Indemnitee as a part of such action was not made in good faith or were frivolous. If any action is instituted by or in the name of Indemnitor under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-cross claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s material defenses to such action were was made in bad had faith or were was frivolous.
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Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all ad court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
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Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-cross claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous. 14.
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Samples: Indemnification Agreement (Insurance Auto Auctions Inc /Ca)
Attorneys’ Fees. In the event that any action is instituted --------------- by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction expressly determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In in the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court of competent jurisdiction expressly determines that each of Indemnitee’s 's material defenses to such action were was made in bad faith or were was frivolous.
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Samples: Indemnification Agreement (Hospitality Design & Supply Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the any court of competent having jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
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Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expensesExpenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expensesExpenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
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Attorneys’ Fees. In the event that any action is instituted by --------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Indemnitors under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
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